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[LOGO]
September 23, 1997
Dear Fellow Circon Shareholders:
Circon's sales and profits are growing strongly as shown in the attached
news release. As the Company's strategic plan continues to unfold, the value of
the Company will grow.
United States Surgical Corporation ("USSC") wants this value for themselves
and they want to pay as little as possible. They have spent millions of dollars
to further their cause sending our shareholders multiple mailings, publishing
full page newspaper ads, and calling nearly every shareholder. Why? Because they
expect to make ENORMOUS PROFITS by acquiring Circon at a bargain price.
As part of their strategy, USSC has nominated two Directors to our Board and
proposed a resolution calling for a prompt sale of the Company. Our Board has
carefully considered the USSC Director Nominees, the USSC resolution and the
USSC tender offer. The Board's overwhelming conclusion:
NOW IS THE WRONG TIME TO SELL CIRCON, AND
DON'T VOTE FOR THE USSC NOMINEES
We think you will reach the same conclusion if you consider these facts:
1. Current results show that the Circon strategic plan is working - sales
and profits are accelerating. Selling the Company now, deprives
shareholders of the real value of an investment in Circon.
2. Circon's Director Nominees want to maximize the value of the Circon
investment for you, our shareholders.
3. The hand-picked and paid USSC Nominees are NOT INDEPENDENT. They have a
stated intention of forcing a quick sale of the Company, which is not in
the best interests of the Circon shareholders.
4. Bear, Stearns & Co. Inc., investment bankers, after extensive study have
concluded that the "U.S. Surgical tender offer is inadequate from a
financial point of view, to the shareholders of Circon (excluding U.S.
Surgical and its affiliates)."(1)
5. Circon's unique strategic position in the market place warrants a
premium well above any of the offers made by USSC.
Take the action that is in YOUR best interest, NOT the best interest of
USSC. VOTE THE WHITE CARD FOR CIRCON. Even if you have already voted the blue
card, you can revoke your vote now by executing the WHITE card today or by
simply calling our proxy solicitor D.F. King at 800-628-8510. Ask for Ann Bekesh
or John Cornwell. They can also answer any questions you may have regarding
voting your proxy.
For more information about the five points mentioned above, please call D.F.
King or read the more detailed information that follows.
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1. CIRCON'S RECENT RESULTS SHOW SOLID GROWTH IN REVENUES AND PROFITABILITY
The enclosed financial data for the most recent three month period (June,
July & August) shows both revenues and profits increasing and accelerating
significantly compared to the same period last year. We view this solid upward
movement as very positive and we are striving to make further gains.
The Circon Board believes IT IS AN INAPPROPRIATE TIME TO SELL THE COMPANY
NOW BECAUSE OUR STRATEGIC BUSINESS PLAN HAS POTENTIAL TO SIGNIFICANTLY INCREASE
CIRCON'S PROFITABILITY and stock price. USSC knows Circon is in the middle of
carrying out its strategic plan and that Circon is cheaper now than it will be
as the plan continues to be achieved. However, the result for you, the Circon
shareholder, is that you potentially get less now from a sale of the Company
than you would later, as the plan is realized.
Circon's strategic plan is highlighted in the Annual Report which was sent
to you in our last mailing (for additional copies please call 805-685-5100). The
central themes of this plan include:
- Sales increases resulting from the introduction of numerous new products
in each of the next four quarters.
- Introduction of a major new gynecological procedure by Circon and its
medical consultants next quarter.
- The implementation of a comprehensive COST REDUCTION PROGRAM designed to
lower expenses, including SALARY CUTS FOR TOP MANAGEMENT IF RESULTS ARE
NOT ACHIEVED EACH QUARTER.
2. CIRCON SHAREHOLDERS WILL BE BEST SERVED BY THE CIRCON NOMINEES
As substantial owners of Circon Common Stock, the Board members of Circon
have one primary objective: to maximize the value of an investment in Circon for
all shareholders. Our Directors are not highly paid or entitled to abundant
perks for serving on our Board. There is no motive for them to prolong their
directorships. Instead, they are interested in what is in the best interests of
the Circon shareholders. In other words, our interests and your interests are
the same. USSC, HOWEVER, WANTS TO ACQUIRE CIRCON FOR THE LOWEST POSSIBLE PRICE.
- In voting your shares, ask yourself who is in a better position to
represent your interests:
THE TWO CIRCON DIRECTORS WHO COLLECTIVELY OWN 1.6 MILLION
SHARES OF CIRCON STOCK;
OR
THE TWO HAND-PICKED USSC NOMINEES, EACH GIVEN 6,963 SHARES
BY USSC PRESUMABLY TO FURTHER USSC'S OBJECTIVES OF
ACQUIRING CIRCON FOR THE LOWEST POSSIBLE PRICE?
- The Board is closely monitoring the Company's performance under the
strategic plan and will consider alternative strategies including a merger
or sale if it becomes appropriate to do so.
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3. THE USSC NOMINEES HAVE THE SAME AGENDA AS USSC
USSC is not interested in maximizing value for Circon shareholders. On the
contrary, their sole objective is to ACQUIRE CIRCON FOR THE LOWEST POSSIBLE
PRICE. What better way to accomplish this objective than to elect two
hand-picked, highly paid members to our Board with an agenda to force a prompt
sale of the Company? Consider the facts about USSC and their Nominees.
- The two USSC Nominees are being PAID $100,000 IN CIRCON STOCK BY USSC, and
USSC has agreed to pay all of their expenses presumably to further USSC's
objectives.
- USSC Nominees would have a conflict of interest during deliberations of
Circon's Board on matters relating to USSC and would be caught between
their loyalty to USSC and their fiduciary duty to Circon shareholders. Are
these the individuals you want negotiating with USSC on your behalf?
- USSC is also indemnifying their Nominees against certain liabilities. In
other words, the USSC Nominees potentially do not have any personal
exposure if they breach their fiduciary duty to the shareholders of Circon
by taking actions which are in the best interests of USSC rather than the
other Circon shareholders.
- USSC's proxy materials state "If elected, U.S. Surgical's Nominees will
seek to convince other members of Circon's Board to vote with them to
pursue the prompt sale of Circon..." If these Nominees are truly
independent and not simply agents for USSC how can USSC be so sure of what
position they will take on this critical issue? The Nominees appear to
have already made up their minds to sell the Company without even talking
to the Company's management about the alternatives.
- Appointing two USSC members to the Circon Board will disrupt meetings and
distract the Board and Management from pursuing their strategic plan.
4. CIRCON'S INVESTMENT ADVISORS ANALYZED THE TENDER OFFER
In considering these issues, the Board sought the assistance of Bear,
Stearns & Co. Inc. who have served as financial advisors to the Company. Bear,
Stearns & Co. Inc., after extensive study, concluded that the "U.S. Surgical
tender offer is inadequate from a financial point of view, to the shareholders
of Circon (excluding U.S. Surgical and its affiliates)."(1)
5. CIRCON'S STRATEGIC MARKET POSITION MAKES IT WORTH MUCH MORE THAN USSC'S
OFFER
Circon's strategic market position enables the Company to capitalize on
positive industry trends. Given the growth projected for the minimally invasive
surgery markets, Circon is now poised for further expansion and profit growth.
The anticipated result is increased wealth for our shareholders.
- According to an independent research report, Circon is the "clear leader"
in the urological endoscopy market and has a leading position in the
gynecology market.
- Circon has the largest sales force and the largest installed base for
urology and gynecology in the United States.
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- Circon has the most advanced technology for endoscopes and related
equipment in the world. Endoscope systems are the core product for all
minimally invasive surgical procedures, a major growth market, and would
substantially enhance USSC's market position.
- Other companies have tried to duplicate our products and failed. The only
other manufacturers of this equipment are two private German companies and
one Japanese conglomerate.
CONCLUSION
MAKE THE RIGHT CHOICE - VOTE THE WHITE PROXY CARD
Circon's objective is to maximize value for Circon shareholders by
capitalizing on our strengths. USSC'S OBJECTIVE IS TO CASH OUT ALL OF CIRCON'S
SHAREHOLDERS AND CAPTURE THE CURRENT AND POTENTIAL VALUE OF CIRCON FOR
THEMSELVES AND THEIR SHAREHOLDERS. They have attempted to discredit management
and persuade shareholders to vote against Circon to further their goal. Voting
with USSC helps them, not you. Make the right choice. Vote for Circon and give
your investment a chance to grow.
We urge you to re-elect the Circon slate and vote AGAINST the USSC
non-binding resolution by executing the enclosed WHITE proxy card and returning
it in the pre-paid envelope. Thank you for your support.
On Behalf of Your Board of Directors
Sincerely,
RICHARD A. AUHLL
President and Chairman of the Board
IMPORTANT
Your vote is important, no matter how many or how few Circon shares you
hold. Please sign and date the accompanying WHITE Proxy Card and mail it in the
enclosed postage prepaid envelope as promptly as possible, whether or not you
expect to attend the meeting. Remember, do not return any BLUE proxy cards sent
to you by USSC, not even as a vote of protest.
If you have already executed a BLUE card you can revoke your vote and vote
with Circon at any time prior to the meeting. To do so, please sign and date a
WHITE card and mail it in today or simply contact D.F. King at the number listed
below. If you have any other questions or require further assistance contact
D.F. King as well at (800) 628-8510, Attention: Ann Bekesh or John Cornwell.
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(1) SHAREHOLDERS ARE URGED TO READ CAREFULLY THE FULL TEXT OF THE WRITTEN
OPINION OF BEAR, STEARNS & CO. INC., DATED AUGUST 15, 1997, WHICH SETS
FORTH THE ASSUMPTIONS MADE, MATTERS CONSIDERED AND LIMITATIONS ON THE
REVIEW UNDERTAKEN. THE OPINION OF BEAR STEARNS, WHICH IS ATTACHED AS AN
EXHIBIT TO CIRCON'S SCHEDULE 14D-9 DATED AUGUST 17, 1997 IS DIRECTED TO
CIRCON'S BOARD OF DIRECTORS AND RELATES ONLY TO THE ADEQUACY OF THE
CONSIDERATION OFFERED PURSUANT TO U.S. SURGICAL'S TENDER OFFER FROM A
FINANCIAL POINT OF VIEW, AND DOES NOT CONSTITUTE A
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RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER SUCH SHAREHOLDER SHOULD
TENDER SHARES PURSUANT TO THE TENDER OFFER.
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